Shareholders’ Special Resolution for Amendment of Memorandum of Association
A company’s Memorandum of Association may be changed by the shareholders passing a special resolution in a general meeting or by written resolution. A copy of the resolution must be sent to Companies House within 15 days.
Since 1st October 2009, the provisions of companies’ Memorandum of Association are automatically deemed to be part of their Articles of Association and so most changes will involve deletion of provisions such as objects clauses or a clause setting out the authorised share capital.
Special resolutions require the votes of 75% of members present in person or by proxy, who are entitled to vote and do vote at the meeting. The meeting at which the resolution is proposed must have had at least 14 days notice, unless a shorter period was agreed by a majority in number of members holding at least 90% of the shares (95% in the case of public companies).
Alternatively, the written resolution procedure can be used, and the special resolution will be passed if approved by shareholders representing not less than 75% of the total voting rights of the shareholders entitled to vote on the written resolution on the day it is circulated.
This Shareholders' Special Resolution - Amendment of Memorandum of Association is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
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This document can also be found in Memorandums and Articles of Association Folder, in the Amending Company Constitution Subfolder as well as in Company Secretary and Administration Folder, in the Role and Appointment of a Company Secretary Subfolder, entitled Shareholders’ Special Resolution - Amendment to Memorandum of Association.